Nissin Foods Company Limited announced that on May 7, 2026, it entered into the Master Raw Materials and Products Procurement Agreement with ITOCHU Corporation. The term of the agreement commences from January 1, 2026 to December 31, 2028 and is renewable upon expiry for further terms of three years subject to compliance with applicable requirements under the Listing Rules. Pursuant to the Master Raw Materials and Products Procurement Agreement, the Group agreed to purchase certain raw materials and merchandises from the ITOCHU Group.

Members of the Group would purchase certain raw materials and merchandises from members of the ITOCHU Group on a non-exclusive basis. The purchase price of the raw materials and merchandises supplied by the ITOCHU Group under the Master Raw Materials and Products Procurement Agreement and payable by the Group shall be determined based on the quoted price for the products to be supplied. Such quoted price shall be determined on a semi-annual basis for raw materials and on an annual basis for merchandises through arm's length negotiations between the parties and on normal commercial terms, having regard to the prevailing market price for the same or substantially similar products, taking into account the price of the same or substantially similar products with comparable order quantities and quality offered by independent third party suppliers.

The quoted price shall not be higher than the price charged by the relevant members of the ITOCHU Group to an independent third party purchaser when dealing on an arm's length basis, having regard to any other relevant circumstances such as similar type, quality, quantity, and timing. If no such comparable reference prices are available, the quoted price shall be determined by agreement between the parties based on normal commercial terms that are considered to be fair and reasonable by the respective members of the ITOCHU Group and the Group, and terms that the relevant members of the Group believe would be no less favourable to them than terms available from independent third party suppliers in such arm's length transactions. To ensure fair and transparent pricing, in respect of raw materials and merchandises that can be sourced from independent suppliers, the Group shall perform market price benchmarking to obtain quotations from two independent suppliers to ensure the purchase price offered by ITOCHU Group is no less favourable to the Group.

The procurement department of the Group will conduct the initial review and validation of benchmark data, followed by compliance checks to verify adherence to internal policies and regulatory requirements. Final approval of benchmark results shall rest with senior management. The Group will purchase raw materials and merchandises from members of the ITOCHU Group if the price and quality of the products offered are comparable to or more favourable to the Group than those offered by such Independent Third Parties for the same or comparable products.

The total transaction amounts for the Group's purchase of raw materials and merchandises from ITOCHU Group were approximately HKD 22.8 million, HKD 13.6 million and HKD 12.7 million for the years ended December 31, 2023, 2024 and 2025, respectively. It is expected that the annual transaction amounts payable by the Group to ITOCHU Group under the Master Raw Materials and Products Procurement Agreement for the years ending December 31, 2026, 2027 and 2028 will not exceed HKD 61.1 million, HKD 79.2 million and HKD 92.3 million, respectively. The Proposed Annual Caps for the transaction amounts under the Master Raw Materials and Products Procurement Agreement were determined based on the historical transaction amounts, anticipated additional purchase of merchandises such as sauce products and confectionery products in the transaction amounts for the years ending December 31, 2026, 2027 and 2028 of approximately HKD 41.2 million, approximately HKD 57.2 million, and approximately HKD 68.4 million, respectively, based on expected new purchase orders, and prevailing market prices of the products.

The raw materials supplied by ITOCHU Group to the Group under the Master Raw Materials and Products Procurement Agreement mainly consist of wheat flour. ITOCHU trades raw materials, including wheat flour and vegetable oil, marine products and dairy products from Japan, Vietnam, Malaysia, China, India and Australia and markets mainly to Hong Kong, Japan and other countries in Asia. The merchandises purchased from ITOCHU Group mainly includes retort pouch, as well as third-party branded food items including mineral water, sauce products, confectionery products and beverage products.

Sourcing of such diversified products can expand the portfolio of the products that the Group can offer to its customers through its own well-established distribution and sale channels already spread over Hong Kong and the PRC which in turn is expected to enhance the overall income and profitability of the Group.